A. Audit Committee

The Audit Committee is a committee assigned to assist the Board of Commissioners (BOC) in assessing the adequacy of the internal control system, the adequacy of report and disclosure of financial statements, monitoring the planning and implementation of investment programs, as well as other duties set forth in the Audit Committee Charter. The Audit Committee aims to ensure the effectiveness of the internal control system and the fulfillment of good governance principles.

Audit Committee Qualifications

The members of the Audit Committee shall have the following qualifications:

1. Acting with good integrity, and possessing sufficient knowledge and work experience in the field of supervision or inspection;
2. Having no interests in personal relationships that may cause negative impacts or conflicts of interest with Pupuk Kaltim;
3. Having the ability to communicate effectively;
4. Having the ability to provide sufficient time to complete tasks;
5. The member of the Audit Committee must have an educational background or expertise in accounting or finance, and must comprehend the industry and the Company's business;
6. Having sufficient knowledge about regulation and legislation related to the Company's activities;
7. Must not be an associate of any public accounting firm, any law firm, or any other party which has provided audit or other advisory services to the Company for a period of one year prior to being appointed to the Audit Committee;
8. Must not be a key employee of the Company one level below the Board of Directors (BOD) for a period of one year prior to being appointed by the Board of Commissioners (BOC);
9. Not affiliated with Pupuk Kaltim, BOC, BOD, or Main Shareholders;
10. Does not have a business relationship directly or indirectly related to the business activities of Pupuk Kaltim.

Appointment and Dismissal of the Audit Committee

The Audit Committee is appointed and dismissed by the BOC and reported to the General Meeting Shareholders (GMS). Members of the Audit Committee may be dismissed when the tenure expires. The members may also be terminated based on the Decree of the BOC should they fail to perform their duties as expected and / or due to incompetence. The tenure for an Audit Committee member who is not a member of the BOC is a maximum of three years and this may be extended once for a two-year term.

Appointment and dismissal of the Audit Committee in 2019:

1. In accordance with the Decree of the BOC No. KEP-02/KOM-PKT/2019 dated 25 January 2019 on the honorable dismissal of the member of the Audit Committee on behalf of the late Yulius Nur.
2. In accordance with the Decree of the BOC No. KEP-03/KOM-PKT/2019 dated 28 January 2019 on the appointment of Wahyu Tantular Tunggul Kuncahyo as a member of Audit Committee BOC Pupuk Kaltim.
3. In accordance with the Decree of the BOC No. KEP-15/KOM-PKT/2019 dated 31 May 2019 on the Divisions of Tasks, BOC appointed member of BOC Zulkifli Arman as The Chairman of The Audit Committee.
4. In Accordance with the Decree of the BOC No. KEP-19/KOM-PKT/2019 dated 19 July 2019 on the appointment of Jemitra as a member of the Audit Committee BOC Pupuk Kaltim.

Composition of Audit Committee/strong>

The composition of Audit Committee Pupuk Kaltim, for the period of 1 January to 31 December 2019 in accordance with the Decree of BOC Pupuk Kaltim is as follows:

Bambang Supriyambodo

Chairman

Wahyu T.T Kuncahyo

Member

Jemitra

Member

The GCG Committee – Risk Management, Nomination, Remuneration, HR Development, and Investment (GRI Committee) was established since 2 August 2018 in accordance with Decree of BOC Pupuk Kaltim No. KEP-10/KOM-PKT/2018 on the establishment and appointment of Pupuk Kaltim GRI Committee member.

Based on the Charter of GRI Committee, the member of Committee must have the following qualifications:

1. Members of the GRI Committee shall:
2. Act with integrity, possess a sufficient ability, knowledge, and experience; and able to communicate effectively.
3. Understand the GCG, financial statements, business enterprise, risk management framework and processes, investment appraisal, and adequate knowledge of relevant Provisions in Capital market and other related Provisions.
4. Understand the HR Management, consisting of HR Development, organization, and remuneration based on the merit system.
5. At least one member of the GRI Committee must have an educational background and expertise in GCG, risk management, and investment appraisal.
6. Not be an employee in any public accounting firm, law firm, or other parties that have provided attestation, non-attestation, and/or other consulting services to Pupuk Kaltim within the previous six months.
7. Not a Pupuk Kaltim employee with the authority and responsibility for planning, directing, controlling, or supervising the Company's activities within the previous six months unless they are Independent Commissioners.
8. Does not have a direct or indirect share in the Company. In the event that any member of the GRI Committee obtains Pupuk Kaltim shares either directly or indirectly as a result of a legal event, the shares shall be transferred to another party within a maximum period of six months.
9. Not affiliated with Pupuk Kaltim, the BOC, BOD, Shareholders, or any public companies.
10. Does not have a business relationship either directly or indirectly related to the Company’s business activities.
11. Does not have any other relationships which could affect his or her ability to act independently.

In accordance with the Charter of GRI Committee, the appointment and dismissal of the GRI Committee is conducted by the BOC and reported to General Meeting Shareholders (GMS).

The tenure for a member of the GRI Committee who is not a member of the BOC is a maximum of three years and they may be dismissed at any time by the BOC should they fail to perform their duties as expected and/or due to incompetence. The tenure may also be extended once for a two-year term.

In Accordance with the Decree of BOC No. KEP-15/KOM-PKT/2019 dated 31 May 2019, there has been a composition amendment in GRI Committee regarding the BOC tasks division. The GRI Committee compositions in 2019 are as follows:

Bambang Supriyambodo

Chairman of the GCG, Risk Management, Nomination, Remuneration, HR Development, and Investment Committee.

Patria Sugeng

Member of GCG, Risk Management Oversight and Investment Committee